Item 1.01. Entry into a Material Definitive Agreement
On June 12, 2019, Spero Therapeutics, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with Novo Holdings A/S (the “Investor”), pursuant to which the Company will offer to the Investor, in a registered direct offering (the “Offering”), up to an aggregate of $10.0 million of the Company’s
common stock, par value $0.001 per share (the “Common Stock”), in two closings. The Company will offer 465,983 shares of Common Stock in the initial closing of the Offering at a negotiated purchase price of $10.73 per share, for aggregate
gross proceeds to the Company of approximately $5.0 million, before deducting estimated offering expenses payable by the Company. The initial closing of the Offering is expected to occur on or about June 14, 2019, subject to the
satisfaction of customary closing conditions.
In the second closing of the Offering, the Company will sell up to an additional
$5.0 million of Common Stock to the Investor pursuant to the Purchase Agreement at a price per share equal to the volume weighted average price of the Common Stock for the ten consecutive trading days immediately preceding the date of the
second closing. The date of the second closing will be the earlier of (i) the eleventh trading day immediately following the date of the Company’s public announcement of pharmacokinetic data from the
lead-in
cohort in the Company’s pivotal Phase 3 clinical trial of SPR994 (the “SPR994 Data Disclosure Date”) or (ii) June 30, 2020, subject to the satisfaction of certain conditions
set forth in the Purchase Agreement. Pursuant to the Purchase Agreement, the Investor shall have no obligation to purchase shares of Common Stock in the second closing, and the second closing shall not occur, if, prior to and continuing as of the
SPR994 Data Disclosure Date, the Company shall have ceased all research and development (including clinical development) of SPR720. In no event shall the Company be obligated to issue a number of shares of Common Stock that, when combined with the
shares of Common Stock issued in the initial closing of the Offering, would require approval of the Company’s stockholders pursuant to Nasdaq Rule 5635. Rather, in such case, the Company would be obligated to issue the maximum number of shares
of Common Stock, as determined in accordance with the Purchase Agreement and pursuant to its other terms, that could be issued without requiring approval of the Company’s stockholders pursuant to Nasdaq Rule 5635.
The Company intends to use the net proceeds of the Offering to advance its SPR720 therapeutic program.
The Purchase Agreement contains customary representations, warranties, and agreements by the Company, and customary indemnification and other
obligations of the Company and the Investor.
The shares of Common Stock being sold by the Company in the Offering are being offered and
sold directly to the Investor, without a placement agent, underwriter, broker or dealer, pursuant to an effective shelf registration statement on Form
S-3,
which was originally filed with the Securities and
Exchange Commission (the “SEC”) on December 3, 2018 and subsequently declared effective on December 11, 2018 (File
No. 333-
228661). Prior to the initial closing of the Offering, the
Company will file a prospectus supplement with the SEC relating to the Offering. A copy of the opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. relating to the validity of the shares of Common Stock issued in the initial closing of the
Offering is filed herewith as Exhibit 5.1 to this Current Report on Form
8-K.
The foregoing
summary of the Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed herewith as Exhibit 10.1 to this Current Report on Form
8-K
and is incorporated by reference herein.
This Current Report on Form
8-K
does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
On June 13, 2019, the Company issued a press release announcing the Offering, a copy of which is attached hereto as Exhibit 99.1.